Debt Commitment Letter, dated as of February 10, 2025, by and between Columbus McKinnon Corporation and JPMorgan Chase Bank, N.A

Exhibit 10.2

JPMORGAN CHASE BANK, N.A.

383 Madison Avenue

New York, New York 10179

February 10, 2025

Columbus McKinnon Corporation

13320 Ballantyne Corporate Place, Suite D

Charlotte, NC 28277

Attention: Greg Rustowicz, Executive Vice President Finance & CFO

Commitment Letter

Ladies and Gentlemen:

You have advised JPMorgan Chase Bank, N.A. (“JPMorgan”, the “Commitment Party”, “us” or “we”) that Columbus McKinnon Corporation, a New York corporation (“you” or the “Company”) intends to acquire, directly or indirectly through a wholly-owned subsidiary, all of the outstanding capital stock of the company you have identified to us as “Keystone” (the “Target”) and consummate the other transactions described on Exhibit A hereto (the “Transactions”). Capitalized terms used but not defined herein are used with the meanings assigned to them on the Exhibits attached hereto (such Exhibits, together with this letter, collectively, the “Commitment Letter”).

In connection with the Transactions, JPMorgan is pleased to advise you of its commitment to provide, and hereby commits to provide, 100% of the aggregate amount of the Facilities, upon the terms and conditions set forth in this letter and Exhibits B, C and D hereto (collectively, the “Term Sheets”).

It is agreed that:

(a) (i) JPMorgan will act as sole lead arranger and sole bookrunner for the Facilities and (subject to the Alternate Transaction Fee section of the Arranger Fee Letter) any other credit facilities the proceeds of which are used to finance the transactions on terms to be agreed (acting in such capacities, the “Lead Arranger”); provided that the Company agrees that JPMorgan may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC (“JPMS”) and (ii) JPMorgan (and as applicable, any of JPMorgan’s designated affiliates) will act as sole administrative agent for the Facilities; and

(b) JPMorgan will have “left side” designation and will appear on the top left in any marketing materials or other documentation used in connection with the Facilities and shall hold the leading role and responsibility customarily associated with such “top left” placement.

Notwithstanding the foregoing, you may, on or prior to the date which is twenty (20) business days after the date of this Commitment Letter, appoint additional joint lead arrangers and joint bookrunners and additional agents, co-agents or managers (any such joint lead arranger, joint bookrunner, agent, co-agent or manager, an “Additional Agent”) or confer other titles (other than administrative agent or collateral agent) in respect of any Facility in a manner determined by you and the Lead Arranger, and with such Additional Agents having aggregate economics not in excess of 65% of the economics of the Facilities (it being understood that, (x) each such Additional Agent (or its affiliate) (each, an “Additional Commitment Party”)

shall assume a proportion of the commitments with respect to the Facilities that is equal to the proportion of the economics allocated to such Additional Agent (or its affiliates) and such commitments shall be pro rata across the Facilities, (y) to the extent you appoint Additional Agents or confer other titles in respect of the Facilities, the economics allocated to, and the commitment amounts of, the relevant initial lenders in respect of such Facilities will be proportionately reduced by the amount of the economics allocated to, and the commitment amount of, such Additional Agent (or its affiliate), in each case upon the execution and delivery by such Additional Agent of customary joinder documentation acceptable to you and, thereafter, each such Additional Agent shall constitute a “Commitment Party,” and/or “Lead Arranger”, as applicable, under this Commitment Letter and under the Arranger Fee Letter delivered in connection herewith and (z) (i) in no event shall the Commitment Party party to this Commitment Letter as of the date hereof (the “Initial Commitment Party”), be entitled to less than 35% of the aggregate economics of the Facilities (exclusive of the fees set forth in the Administrative Agent Fee Letter) and (ii) no Additional Commitment Party shall receive greater economics than the Initial Commitment Party.

We intend to syndicate all or a portion of the Facilities to a group of lenders identified by us in consultation with you (together with the Commitment Parties, the “Lenders”); provided that, in any event, the Lead Arranger agrees not to syndicate any of the commitments with respect to the Facilities to (i) any financial institutions or other persons designated in writing by you to us on or prior to the execution of this Commitment Letter (or affiliates of the foregoing that are either identified by you to the Lead Arranger in writing, known to be an affiliate or readily identifiable on the basis of their name, other than any affiliate that is a bona fide diversified debt fund with respect to which the originally designated Disqualified Lender (as defined below) does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity) or (ii) any competitors of you or your subsidiaries or the Target or its subsidiaries (or affiliates of such competitors) (collectively, “Disqualified Lenders”); provided that any update to the list of Disqualified Lenders shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Facilities with respect to such previously acquired assignment or participation interest; provided that, on or after the Closing Date, the Company may designate additional entities with the consent of the applicable Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed). The Commitment Party intends to commence syndication efforts promptly, and you agree actively to assist (and to use your commercially reasonable efforts, to the extent practicable, appropriate and not in contravention of the Purchase Agreement, to cause the Target to actively assist) the Commitment Party in completing a syndication reasonably satisfactory to the Commitment Party and you. Such assistance shall include, prior to the earlier of (i) the Closing Date and (ii) the date on which a Successful Syndication (as defined in the Arranger Fee Letter) is achieved (A) your using commercially reasonable efforts to ensure that the syndication efforts benefit from your and your affiliates’, and, to the extent practicable, appropriate and not in contravention of the Purchase Agreement, the Target’s and the Target’s affiliates’ existing banking relationships, (B) direct contact between your senior management and advisors and the proposed Lenders (and using your commercially reasonable efforts, to the extent practicable, appropriate and not in contravention of the Purchase Agreement, to ensure such contact between senior management of the Target and the proposed Lenders), (C) your preparing and providing to the Commitment Party all information, including financial information, with respect to you and your subsidiaries (and using your commercially reasonable efforts, to the extent practicable, appropriate and not in contravention of the Purchase Agreement, to cause the Target to prepare and provide information, including financial information, with respect to the Target and its subsidiaries) and the Acquisition, including Projections (as defined below), in each case, as the Commitment Party may reasonably request in connection with the arrangement and syndication of the Facilities and your assistance (and using your commercially reasonable efforts, to the extent practicable, appropriate and not in contravention of the Purchase Agreement, to cause the Target to assist) in the preparation of a customary confidential information memoranda (the “Confidential Information Memorandum”) and other marketing materials to be used in connection with the

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syndication (all such information, memoranda and material, “Information Materials”), (D) your hosting, with the Commitment Party, no more than one meeting of prospective Lenders at a time and location to be mutually agreed (and using your commercially reasonable efforts, to the extent practicable, appropriate and not in contravention of the Purchase Agreement, to cause the officers of the Target to be available for such meetings) (it being understood that any such meeting may take place via videoconference or web conference), (E) your using your commercially reasonable efforts to obtain (x) indicative corporate credit and/or corporate family ratings for you (after giving effect to the Transactions) and (y) ratings for the Term Facility and Notes, in each case from each of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Financial Services LLC (“S&P”) as soon as practicable and in any event prior to the commencement of syndication of the Facilities and the marketing of the Notes, and (F) your ensuring that there is no competing offering, placement, arrangement or syndication of any debt securities or bank financing (other than the Facilities and the Notes) or announcement thereof by or on behalf of you or your subsidiaries (other than (x) prior to the Closing Date, any replacements, extensions and renewals of existing indebtedness that matures prior to the date that is 60 days following the Expiration Date (as defined below), short-term working capital facilities, capital leases, purchase money indebtedness and equipment financings, in each case, entered into in the ordinary course of business, other indebtedness to be mutually agreed and any other indebtedness of the Target or its subsidiaries permitted to be incurred pursuant to the Purchase Agreement and (y) following the Closing Date, any indebtedness permitted to be incurred under the Facilities Documentation (as defined below) (other than any Incremental Term Facility (as defined in Exhibit B hereto) (other than any Incremental Revolving Facility (as defined in Exhibit B hereto)), including any in-lieu indebtedness in respect of the forgoing, as applicable, and any other indebtedness incurred pursuant to an analogous ratio incurrence test, as applicable) if the offering, placement or arrangement of such debt securities or syndicated credit facilities would have, in the reasonable judgment of Lead Arranger holding at least a majority of the commitments hereunder, a detrimental effect upon the primary syndication of the Facilities. Upon the request of the Commitment Party, you will use your commercially reasonable efforts to furnish and to cause the Target to furnish, for no fee, to the Commitment Party an electronic version of your or Target’s, as applicable, trademarks, service marks and corporate logos for use in marketing materials for the purpose of facilitating the syndication of the Facilities (the “License”), including for purposes of posting copies thereof to a deal site on IntraLinks^™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Commitment Party to be its electronic transmission system (an “Electronic Platform”); provided, however, that the License shall be used solely for the purpose described above and may not be assigned or transferred. You also understand and acknowledge that we may provide to market data collectors, such as league table, or other service providers to the lending industry, information regarding the closing date, size, type, purpose of, and parties to, the Facilities.

Notwithstanding any other provision of this Commitment Letter to the contrary and notwithstanding any syndication, assignment or other transfer by the Commitment Party, except with respect to assignments to Additional Commitment Parties made pursuant to Section 2 above, (a) the Commitment Party shall not be relieved, released or novated from its obligations hereunder (including its obligation to fund its applicable percentage of any Facility on the Closing Date if the conditions set forth on Exhibits B, C and D are satisfied or waived by Commitment Party) in connection with any syndication, assignment or other transfer until after the initial funding of Commitment Party’s commitment under such Facility on the Closing Date, (b) no such syndication, assignment or other transfer shall become effective with respect to any portion of Commitment Party’s commitments in respect of any Facility until the initial funding in full of such Facility on the Closing Date and (c) unless the Company agrees in writing in its sole discretion, Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of each Facility, including all rights with respect to any consent, waiver, modification, supplement and/or amendment, until the Closing Date has occurred.

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The Commitment Party will manage, in consultation with you, all aspects of the syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. You hereby acknowledge and agree that the Commitment Party will have no responsibility other than to arrange the syndication as set forth herein and in no event shall the Commitment Party be subject to any fiduciary or other implied duties in connection with the transactions contemplated hereby.

At the request of the Commitment Party, you agree to assist in the preparation of a version of each Confidential Information Memorandum or other Information Material (a “Public Version”) consisting exclusively of information with respect to you and your subsidiaries, the Target and its subsidiaries and the Acquisition that is either publicly available (or could be derived from publicly available information) (or would be publicly available if the Target was a public reporting company) or not material with respect to you and your subsidiaries, the Target and its subsidiaries, any of your or the Target’s respective securities or the Acquisition for purposes of United States federal and state securities laws (such information, “Non-MNPI”). Such Public Versions, together with any other information prepared by you or the Target or your or its affiliates or representatives and conspicuously marked “Public” (collectively, the “Public Information”), which at a minimum means that the word “Public” will appear prominently on the first page of any such information, may be distributed by us to prospective Lenders who have advised us that they wish to receive only Non-MNPI (“Public Side Lenders”). You acknowledge that the Commitment Party’s public-side employees and representatives who are publishing debt analysts may participate in any meetings held pursuant to clause (D) of the third preceding paragraph; provided that such analysts shall not publish any information obtained from such meetings (i) until the syndication of the Facilities has been completed upon the making of allocations by the Lead Arranger and the Lead Arranger freeing the Facilities to trade or (ii) in violation of any confidentiality agreement between you or the Target and the Commitment Party.

In connection with our distribution to prospective Lenders of any Confidential Information Memorandum and, upon our request, any other Information Materials, you will execute and deliver to us (a) a customary authorization letter authorizing such distribution to a prospective Lender’s employees willing to receive MNPI (“Private Side Lenders”) and (b) a separate letter authorizing distribution of the Public Version to Public Side Lenders and, in the case of such Public Version or other Public Information, representing that it only contains Non-MNPI. Each Confidential Information Memorandum will be accompanied by a disclaimer exculpating you and us and our respective affiliates with respect to any use thereof and of any related Information Materials by the recipients thereof. You acknowledge and agree that, in addition to the Information Materials, unless you promptly notify us otherwise in writing (including by email), (a) drafts and final definitive documentation with respect to the Facilities, (b) administrative materials prepared by the Commitment Party for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda) and (c) notifications of changes in the terms of the Facilities may be distributed to both Public Side Lenders and Private Side Lenders. The Company hereby authorizes JPMorgan to distribute draft and execution versions of the definitive documentation relating to the Facilities to Private Side Lenders and Public Side Lenders.

Notwithstanding the foregoing, neither the commencement nor the completion of syndication of the Facilities or marketing of the Notes shall be a condition to the availability of the Facilities on the Closing Date.

For the avoidance of doubt, you will not be required to provide any information (x) to the extent that the provision thereof could reasonably be expected to violate any attorney-client privilege, law, rule or regulation or any fiduciary duty or obligation of confidentiality (not created in contemplation hereof) binding upon, or waive any privilege that may be asserted by, you, the Target or your or their respective affiliates (provided that in the case of any confidentiality obligation binding on you or your affiliates, you shall use commercially reasonable efforts to notify us, to the extent feasible, if any such information that we have specifically identified and requested is being withheld as a result of any such obligation of

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confidentiality and shall use commercially reasonable efforts to disclose such information in a manner that does not breach such confidentiality obligations or such attorney-client privilege) or (y) that consists of trade secrets, customer-specific data or competitively sensitive information of the Target or its subsidiaries that is not required to be provided pursuant to the Purchase Agreement. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letters, but without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that none of the foregoing obligations set forth in this paragraph, including, without limitation, the commencement or completion of the syndication of the Facilities, the placement of the Notes or the obtaining of ratings or your compliance with your obligations to assist with syndication efforts as set forth herein shall constitute a condition to the availability of the Facilities on the Closing Date or at any time thereafter.

You hereby represent and warrant that with respect to any information relating to you, or to your knowledge, any information relating to the Target and its subsidiaries (a) all information (including all Information Materials), other than the Projections and information of a general economic or industry specific nature (the “Information”), that has been or will be made available to us by you or any of your representatives in connection with the transactions contemplated hereby, when taken as a whole, does not or will not, when furnished to us, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements thereto) and (b) the financial projections and other forward-looking information (the “Projections”) that have been or will be made available to us by you or any of your representatives in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished to us (it being recognized by the Commitment Party that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ from the projected results, and such differences may be material). You agree that if, at any time prior to the Closing Date and thereafter until completion of our syndication efforts, you become aware that any of the representations in the preceding sentence would be incorrect (with respect to Information and Projections relating to the Target and its subsidiaries, to your knowledge) if such Information or Projections were furnished at such time and such representations were remade, in any material respect, then you will (or, with respect to the Information and Projections relating to the Target and its subsidiaries, will use commercially reasonable efforts to) promptly supplement the Information and the Projections so that (with respect to Information and Projections relating to the Target and its subsidiaries, to your knowledge) such representations when remade would be correct, in all material respects, under those circumstances. You understand that in arranging and syndicating the Facilities we may use and rely on the Information and Projections without independent verification thereof. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letters, none of the making of any representation or warranty under this paragraph, any supplement thereto, or the accuracy of any such representation or warranty shall constitute a condition precedent to the availability and initial funding of the Facilities on the Closing Date.

As consideration for the commitments and agreements of the Commitment Party hereunder, you agree to pay or cause to be paid the nonrefundable fees described in the Arranger Fee Letter, dated the date hereof and delivered herewith (the “Arranger Fee Letter”) and the Administrative Agent Fee Letter, dated the date hereof and delivered herewith (the “Administrative Agent Fee Letter” and together with the Arranger Fee Letter, the “Fee Letters”), in each case, on the terms and subject to the conditions set forth therein.

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You agree that, once paid, the fees or any part thereof payable hereunder or under the Fee Letters shall not be refundable under any circumstances, regardless of whether the transactions or borrowings contemplated by this Commitment Letter are consummated, except as otherwise agreed in writing by you and JPMorgan. All fees payable hereunder and under the Fee Letters shall be paid in immediately available funds in U.S. Dollars and shall not be subject to reduction by way of withholding, setoff or counterclaim or be otherwise affected by any claim or dispute related to any other matter. In addition, all fees payable hereunder shall be paid without deduction for any taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any national, state or local taxing authority, or will be grossed up by you for such amounts.

The Commitment Party’s commitments and agreements hereunder are subject solely to the conditions set forth in Exhibit D (subject to the Limited Conditionality Provision) (the “Funding Conditions”).

Notwithstanding anything in this Commitment Letter, the Fee Letters or the Facilities Documentation (as defined in Exhibit C) to the contrary, (a) the only representations relating to you and your subsidiaries and the Target and its subsidiaries and their respective businesses the accuracy of which shall be a condition to availability of the Facilities on the Closing Date shall be (i) such of the representations made by and on behalf of the Target in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to your (or your affiliate’s) obligations to close under the Purchase Agreement or you have (or your affiliate has) the right to terminate your (or its) obligations under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement (the “Purchase Agreement Representations”) and (ii) the Specified Representations (as defined below), and (b) the terms of the Facilities Documentation (which we agree will be drafted by your counsel) shall be in a form such that they do not impair availability of the funding for the Facilities on the Closing Date if the applicable Funding Conditions are satisfied. For purposes hereof, “Specified Representations” means the representations and warranties referred to in the Term Sheets relating to corporate existence and qualification of the Company and the Guarantors, power and authority of the Company and the Guarantors, due authorization, execution and delivery by the Company and the Guarantors of, and enforceability against the Company and the Guarantors of, the Facilities Documentation, effectiveness, validity and perfection of priority liens in the collateral under the security documents (subject to the limitations set forth in paragraph 10 of Exhibit D), no conflicts with organizational documents, solvency (on a consolidated basis as of the Closing Date) defined in accordance with Annex I to Exhibit D, use of proceeds not in violation of Patriot Act, OFAC or FCPA, Federal Reserve margin regulations and the Investment Company Act, as amended. Notwithstanding anything in this Commitment Letter or the Fee Letters to the contrary, the only conditions to availability of the Facilities on the Closing Date are the applicable Funding Conditions. This paragraph, and the provisions herein (including by cross reference), shall be referred to as the “Limited Conditionality Provision”.

You agree that (i) in no event shall any of JPMorgan, the Lead Arranger or their respective affiliates and their respective officers, directors, employees, advisors, and agents (each, and including, without limitation, JPMorgan and any other Lead Arranger, an “Arranger-Related Person”) have any Liabilities, on any theory of liability, for any special, indirect, consequential or punitive damages incurred by you, your affiliates or your respective equity holders arising out of, in connection with, or as a result of, this Commitment Letter, the Fee Letters or any other agreement or instrument contemplated hereby and (ii) no Arranger-Related Person shall have any Liabilities arising from, or be responsible for, the use by others of Information or other materials (including, without limitation, any personal data) obtained through

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electronic, telecommunications or other information transmission systems, including an Electronic Platform or otherwise via the internet; provided that, nothing in this clause (a) shall relieve you of any obligation you may have to indemnify an indemnified person, as provided in clause (b) below, against any special, indirect, consequential or punitive damages asserted against such Indemnified Person by a third party. You agree, to the extent permitted by applicable law, to not assert any claims against any Arranger-Related Person with respect to any of the foregoing. As used herein, the term “Liabilities” shall mean any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

You agree (A) to indemnify and hold harmless the Commitment Party, its affiliates and their respective directors, officers, employees, advisors, agents and other representatives, but excluding any of the foregoing in its capacity, if applicable, as financial advisor to the Target or any of its direct or indirect equity holders or affiliates in connection with the Transactions (each, a “Sell-Side Advisor”) and any Related Parties (as defined below) of such Sell-Side Advisor in such capacity (each, an “indemnified person”) from and against any and all Liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Fee Letters, the Facilities, the use of the proceeds thereof or the Acquisition and the Transactions or any claim, litigation, investigation, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction (a “Proceeding”) relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any indemnified person, apply to Liabilities or related expenses (i) to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of, or material breach of this Commitment Letter by, such indemnified person or its control affiliates, directors, officers or employees (collectively, the “Related Parties”), (ii) arising out of, or in connection with, any Proceeding that does not arise from an act or omission by you or any of your affiliates and that is brought by an indemnified person against any other indemnified person other than any Proceeding against the relevant indemnified person in its capacity or in fulfilling its role as an agent, arranger or similar role under any of the Facilities or (iii) to the extent they have resulted from any agreement governing any settlement that is effected without your prior written consent (which consent shall not be unreasonably withheld) and (B) regardless of whether the Closing Date occurs, to reimburse the Commitment Party and its affiliates for all reasonable, documented out-of-pocket expenses that have been invoiced at least three business days prior to the Closing Date or following termination or expiration of the commitments hereunder (including due diligence expenses, syndication expenses, travel expenses, and the fees, charges and disbursements of counsel) incurred in connection with each of the Facilities and any related documentation (including this Commitment Letter and the definitive financing documentation) or the administration, amendment, modification or waiver thereof. It is further agreed that the Commitment Party shall only have liability to you (as opposed to any other person) and that the Commitment Party shall be liable solely in respect of its own commitment to the Facilities on a several, and not joint, basis with any other Commitment Party. If you have reimbursed any indemnified person for any legal or other expenses in accordance with this paragraph and there is a final and non-appealable determination by a court of competent jurisdiction that such indemnified person was not entitled to indemnification or contribution rights with respect to such payment pursuant to this paragraph, then such indemnified person shall promptly refund the amount of such reimbursement.

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You shall not, without the prior written consent of JPMorgan and its affiliates (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement or any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by JPMorgan unless (x) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to JPMorgan from all liability on claims that are the subject matter of such Proceedings and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of JPMorgan or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to JPMorgan and the other indemnified persons.

You acknowledge that the Commitment Party (or an affiliate) is a full service securities firm and such person may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of you, your affiliates, the Target and its affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter. In addition, the Commitment Party and its affiliates will not use confidential information obtained from you or your affiliates or on your or their behalf by virtue of the transactions contemplated hereby in connection with the performance by the Commitment Party and its affiliates of services for other companies or persons and the Commitment Party and its affiliates will not furnish any such information to any of their other customers. You also acknowledge that the Commitment Party and their respective affiliates have no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or persons.

You further acknowledge and agree that (a) the transactions contemplated by this Commitment Letter are arm’s-length commercial transactions between the Commitment Party and, if applicable, its affiliates, on the one hand, and you, on the other, (b) no fiduciary, advisory or agency relationship between you and the Commitment Party is intended to be or has been created with respect to the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Party has advised or is advising you on other matters (which, for the avoidance of doubt, includes acting as a financial advisor to the Company or any of its affiliates in respect of any transaction related hereto), (c) you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto, (d) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, and the Commitment Party shall have no responsibility or liability to you with respect thereto, (e) you have been advised that the Commitment Party is engaged in a broad range of transactions that may involve interests that differ from your interests and that the Commitment Party has no obligation to disclose such interests and transactions to you, (f) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (g) the Commitment Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (h) the Commitment Party has no obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by the Commitment Party and you or any such affiliate. Any review by the Commitment Party or any of its affiliates of the Company, the transaction contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Commitment Party and shall not be on behalf of the Company. You agree that you will not assert any claim against the Commitment Party based on an alleged breach of fiduciary duty by the Commitment Party in connection with this Commitment Letter and the transactions contemplated hereby.

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This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letters nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person except (a) you and CD&R (as defined in Exhibit A hereto) and your and their respective officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, agents and advisors, and those of the Target and its subsidiaries and the Target itself, in each case on a confidential and need-to-know basis (provided that any disclosure of any Fee Letter or its terms or substance to the Target or its officers, directors, employees, attorneys, accountants, agents or advisors shall be redacted in respect of the amount of fees and “market flex” set forth therein, unless the Commitment Party otherwise agrees), (b) in any legal, judicial or administrative proceeding or as otherwise required by law or regulation or as requested by a governmental authority (in which case you agree, to the extent permitted by law, to inform us promptly in advance thereof), (c) upon notice to the Commitment Party, this Commitment Letter and the existence and contents hereof (but not the Fee Letters or the contents thereof other than the existence thereof and the contents thereof as part of projections, pro forma information and a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and other required filings) may be disclosed in any syndication or other marketing material in connection with the Facilities or in connection with any public filing requirement, (d) this Commitment Letter and the contents hereof, including the Term Sheets (but not the Fee Letters or the contents thereof) may be disclosed in any prospectus or other offering memorandum relating to the Notes or in any filing with the SEC in connection with the Transactions, (e) the Term Sheets may be disclosed to potential lenders and to any rating agency in connection with the Acquisition, the Facilities and the Notes and (f) you may disclose the Commitment Letter and the Arranger Fee Letter and the contents hereof and thereof to any prospective Additional Commitment Parties and its officers, directors, employees, attorneys, accountants, agents or advisors on a confidential and need-to-know basis. The obligations under this paragraph with respect to this Commitment Letter shall terminate automatically after the Facilities Documentation for the Facilities (or, in the event the Notes are issued in lieu of the Bridge Facility on or prior to the Closing Date, the Credit Facilities) shall have been executed and delivered by the parties thereto. To the extent not earlier terminated, the provisions of this paragraph with respect to this Commitment Letter shall automatically terminate on the second anniversary hereof.

The Commitment Party shall use all nonpublic information received by it in connection with the Acquisition and the related transactions solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information; provided, however, that nothing herein shall prevent the Commitment Party from disclosing any such information (a) to rating agencies, (b) to any Lenders or participants or prospective Lenders or participants, (c) in any legal, judicial, administrative proceeding or other compulsory process or as required by applicable law or regulations (in which case the Commitment Party shall promptly notify you, in advance, to the extent permitted by law), (d) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Party or its affiliates, (e) to the employees, legal counsel, independent auditors, professionals and other experts or agents of the Commitment Party (collectively, “Representatives”) who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential and the Commitment Party shall be responsible for its Representatives’ compliance with this paragraph, (f) to any of its respective affiliates (provided that any such affiliate is advised of its obligation to retain such information as confidential, and the Commitment Party shall be responsible for its affiliates’ compliance with this paragraph), (g) to the extent any such information becomes publicly available other than by reason of disclosure by such Commitment Party, its affiliates or Representatives in breach of this Commitment Letter, (h) to market data collectors and service providers providing services in connection with the syndication or administration of the Facilities, and (i) for purposes of establishing a “due diligence” defense; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis in accordance with the standard syndication processes of the Commitment Party or customary market standards for dissemination of such type of

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information; provided, however, that, no such disclosure shall be made by the Commitment Party to any of its affiliates or any of such affiliate’s respective officers, directors, employees, attorneys, accountants, advisors and other representatives that is a Sell-Side Advisor (other than a limited number of senior employees who are required, in accordance with industry regulations or the Commitment Party’s internal policies and procedures to act in a supervisory capacity and the Commitment Party’s internal legal, compliance, risk management, credit or investment committee members). The Commitment Party’s obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Facilities Documentation upon the initial funding thereunder and shall in any event terminate one year following the date of this Commitment Letter.

For the avoidance of doubt, nothing in this confidentiality provision shall prohibit any person from voluntarily disclosing or providing any information within the scope of this confidentiality provision to any governmental, regulatory or self-regulatory organization (any such entity, a “Regulatory Authority”) to the extent that any such prohibition on disclosure set forth in this confidentiality provision shall be prohibited by the laws or regulations applicable to such Regulatory Authority.

This Commitment Letter shall not be assignable by any party hereto without the prior written consent of the other parties hereto (and any purported assignment without such consent shall be null and void, it being understood that the Commitment Party may make assignments as set forth in Section 2 hereof and may syndicate the facilities as contemplated herein, subject to the second paragraph of Section 3 hereof), is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons to the extent expressly set forth herein. The Commitment Party reserves the right to employ the services of their affiliates in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates certain fees payable to the Commitment Party in such manner as the Commitment Party and its affiliates may agree in their sole discretion; provided that no such action shall relieve any Commitment Party from its obligations hereunder. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and the Commitment Party. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Commitment Letter, the Fee Letters and/or any document to be signed in connection with this letter agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. This Commitment Letter and the Fee Letters are the only agreements that have been entered into among us and you with respect to the Facilities and set forth the entire understanding of the parties with respect thereto. This Commitment Letter and any claim or controversy arising hereunder or related hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York; provided that the interpretation of (i) Material Adverse Effect (as defined in the Purchase Agreement) and whether a Material Adverse Effect (as defined in the Purchase Agreement) has occurred under the Purchase Agreement, (ii) the accuracy of any Purchase Agreement Representation and whether as a result of any inaccuracy thereof the Company or any of its subsidiaries have the right to terminate their respective obligations (or to refuse to consummate the Acquisition) under the Purchase Agreement and (iii) whether the Acquisition has been consummated in accordance with the Purchase Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law (as defined in the Purchase Agreement) of any other state (this proviso, the “Governing Law Exceptions”).

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You and we hereby irrevocably and unconditionally submit to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan in the City of New York (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan in the City of New York) over any suit, action or proceeding arising out of or relating to the Transactions or the other transactions contemplated hereby, this Commitment Letter or the Fee Letters or the performance of services hereunder or thereunder; provided, that with respect to any suit, action or proceeding arising out of or relating to the Purchase Agreement or the transactions contemplated thereby and which does not involve claims against us or the Lenders or any protected person, this sentence shall not override any jurisdiction provision set forth in the Purchase Agreement. You and we agree that service of any process, summons, notice or document by registered mail addressed to you or us shall be effective service of process for any suit, action or proceeding brought in any such court. You and we hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. You and we hereby irrevocably agree to waive trial by jury in any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of the Transactions, this Commitment Letter or the Fee Letters or the performance of services hereunder or thereunder.

Each of the parties hereto agrees that each of this Commitment Letter and the Fee Letters is a binding and enforceable agreement with respect to the subject matter contained herein or therein (including an obligation to negotiate the definitive documentation for each of the Facilities in good faith); it being acknowledged and agreed that, notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letters, the commitments to fund each of the Facilities on the Closing Date are subject only to the applicable Funding Conditions; provided that nothing contained in this Commitment Letter obligates you or any of your affiliates to consummate the Acquisition or to draw down any portion of any of the Credit Facilities.

The Commitment Party hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”) and 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), it and its affiliates are required to obtain, verify and record information that identifies the Company and each Guarantor, which information includes names, addresses, tax identification numbers and other information that will allow such Lender to identify the Company and each Guarantor in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act and Beneficial Ownership Regulation and is effective for the Commitment Party and each Lender.

The indemnification, limitation of liability, settlement, affiliate activities, sharing of information, absence of fiduciary relationships, electronic signatures, fee, expense, jurisdiction, governing law, waiver of jury trial and waiver of objection to laying of venue and confidentiality provisions contained herein and/or in the Fee Letters shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to confidentiality) shall automatically terminate and be superseded, to the extent comparable, by the provisions of the Facilities Documentation upon the initial funding thereunder and the payment of all amounts owing at such time hereunder and under the Fee Letters, and you shall automatically be released from all liability in connection therewith at such time, in each case to the extent the Facilities Documentation has comparable provisions with comparable coverage.

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Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letters by returning to us executed counterparts of this Commitment Letter, the Fee Letters and a fully executed copy of the Purchase Agreement not later than 5:00 p.m., New York City time, on February 10, 2025 (the countersign date, the “Signing Date”). This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. In the event that the initial borrowing under the Facilities does not occur on or before the Expiration Date, then this Commitment Letter and the commitments hereunder shall automatically terminate unless we shall, in our discretion, agree to an extension. “Expiration Date” means the earliest of (i) August 10, 2026, (ii) as to any Facility, the closing of the Acquisition without the use of such Facility, (iii) as to any Facility, the execution and delivery of definitive documentation relating to such Facility and (iv) the valid and legally binding termination of the Purchase Agreement by you or with your written consent prior to the closing of the Acquisition; provided that the termination of any commitment or this Commitment Letter pursuant to this paragraph does not prejudice your rights and remedies in respect of any breach or repudiation of this Commitment Letter that occurred prior to such termination. You shall have the right to terminate this Commitment Letter and the commitments of the Commitment Parties hereunder with respect to the Facilities (or a portion thereof (x) pro rata among the Commitment Parties under any given Facility, except that the commitments in respect of the Bridge Facility (other than a portion thereof that would not reduce the remaining Bridge Facility commitments below $300.0 million) may be terminated by you only in their entirety or (y) on a non-pro rata basis if any Commitment Parties at any time would qualify as a Defaulting Lender (as defined in Exhibit B)) at any time upon written notice to the Commitment Parties from you, subject to your surviving obligations as set forth in the third to last paragraph of this Commitment Letter and in the Fee Letters.

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

Commitment Letter Signature Page

Commitment Letter Signature Page

EXHIBIT A

TRANSACTION SUMMARY

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter to which this Exhibit A is attached and in Exhibits B, C and D thereto.

Columbus McKinnon Corporation (the “Company”) intends to acquire (the “Acquisition”) the company identified to us as “Keystone” (the “Target”) pursuant to a Stock Purchase Agreement, dated as of February 10, 2025 among the Company, as the Purchaser, Kito Crosby Limited, a company incorporated under the laws of England and Wales, the holders of all of the Shares, as Sellers, and Ascend Overseas Limited, a company incorporated under the laws of England and Wales, in its capacity as Representative (together with all exhibits, schedules, annexes, other attachments and other related documentation, and as amended, supplemented or otherwise modified from time to time in accordance with paragraph 3 of Exhibit D, the “Purchase Agreement”).

In connection therewith, it is intended that:

(a) The Company will obtain a term loan facility (the “Term Facility”) in an aggregate amount of up to $1,325 million (as such amount may be increased, at the Borrower’s election, (i) pursuant to a Flex Increase (as defined in the Arranger Fee Letter) and/or (ii) an additional amount (such amount, the “Term Loan OID Increase Amount”) to fund any original issue discount in the issue price of the Notes), as described in Exhibit B.

(b) The Company will obtain a revolving facility (the “Revolving Facility” and, together with the Term Facility, the “Credit Facilities”) in an aggregate amount of $500.0 million, as described in Exhibit B.

(c) The Company will obtain (i) up to $1,225 million (as such amount may be increased, at the Borrower’s election, to fund any original issue discount or upfront fees in respect of the Term Facility (other than any Term Upfront Fee payable under, and as defined in, the Arranger Fee Letter)) in gross cash proceeds from the issuance and sale by the Company of senior secured notes (the “Notes”) in a “Rule 144A-for-life” private placement or (ii) in the event that all or any portion of the Notes are not issued on or prior to the Closing Date, a bridge facility (the “Bridge Facility”; the Bridge Facility together with the Credit Facilities, the “Facilities” and each a “Facility”), as described in Exhibit C in an aggregate amount equal to the remainder of $1,225 million less the aggregate cash proceeds of the Notes issued pursuant to the immediately preceding clause (c)(i) (as such amount may be increased, at the Borrower’s election, (i) pursuant to a Flex Increase (as defined in the Arranger Fee Letter) and/or (ii) an additional amount (such amount, the “Bridge Loan OID Increase Amount”) to fund any original issue discount in the issue price of the Notes).

(d) The Company will obtain $800 million in gross cash proceeds from the sale of convertible preferred stock to one or more newly formed investment vehicles affiliated with Clayton, Dubilier and Rice, LLC (“CD&R”) (the “PIPE Equity”). For purposes of the Facilities Documentation, the PIPE Equity shall not be treated as Indebtedness (to be defined in the Facilities Documentation).

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(e) The proceeds of the Facilities will be applied on the Closing Date (i) to refinance (other than contingent obligations and letters of credit that are cash collateralized, backstopped or “grandfathered” as having been issued under the Revolving Facility) the Company’s Existing Credit Agreement (as defined in Exhibit B) and that certain First Lien Credit Agreement, dated as of September 25, 2024, among the Target, Crosby US Acquisition Corp and UBS AG, Stamford Branch (collectively, the “Refinancings”), (ii) to pay the cash consideration for the Acquisition, (iii) to pay the fees, premiums and expenses incurred in connection with the Transactions and (iv) for any other purpose not prohibited under the Facilities Documentation.

The transactions described above are collectively referred to herein as the “Transactions”. For purposes of this Commitment Letter and the Fee Letters, “Closing Date” shall mean the date of the satisfaction or waiver of the conditions set forth in Exhibit D and the initial funding of the relevant Facilities.

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EXHIBIT B

$1,825 million

Term Facility

Revolving Facility

Summary of Terms and Conditions

Set forth below is a summary of the principal terms and conditions for the Credit Facilities. Capitalized terms used but not defined shall have the meanings set forth in the Commitment Letter to which this Exhibit B is attached and in Exhibits A, C and D attached thereto.

1. PARTIES

B-1

B-2

B-3

B-4

B-5

B-6

B-7

B-8

B-9

B-10

B-11

B-12

B-13

B-14

B-15

B-16

Annex I to Exhibit B

INTEREST AND CERTAIN FEES

B-I-1

B-I-2

B-I-3

B-I-4

EXHIBIT C

$1,225 million

Bridge Facility

Summary of Terms and Conditions

Set forth below is a summary of the principal terms and conditions for the Bridge Facility. Capitalized terms used but not defined shall have the meanings set forth in the Commitment Letter to which this Exhibit C is attached and in Exhibits A, B and D attached thereto.

C-1

C-2

C-3

C-4

C-5

C-6

ANNEX C-I

C-I-1

ANNEX C-II

Exchange Notes

C-II-1

C-II-2

CONFIDENTIAL

EXHIBIT D

Conditions

The availability of the Facilities shall be subject solely to the satisfaction of the following conditions (in each case, subject to the Limited Conditionality Provision). Capitalized terms used but not defined herein have the meanings set forth in the Commitment Letter to which this Exhibit D is attached and in Exhibits A, B and C thereto.

2. On the Closing Date, after giving effect to the Transactions, (i) the Refinancings shall have occurred and all liens created in connection therewith shall have been released and (ii) the Company shall have completed its $800 million issuance of PIPE Equity pursuant to the Investment Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time), among Columbus McKinnon Corporation, a New York corporation, CD&R XII Keystone Holdings, L.P., a Cayman Islands exempted limited partnership, and, solely for purposes of Section 4.13 thereof, Clayton, Dubilier & Rice Fund XII, L.P., a Cayman Islands exempted limited partnership, and no provision thereof shall have been amended, modified or waived, and no consent shall have been given thereunder, in any manner materially adverse to the interests of the Commitment Party or the Lenders without the prior written consent of the Commitment Party; provided that the Commitment Party shall be deemed to have consented to such modification, amendment, express waiver or express consent unless they shall object thereto within two business days after receipt of written notice of such modification, amendment, express waiver or express consent.

3. The Acquisition shall be consummated pursuant to the Purchase Agreement, substantially concurrently with the initial funding of the Facilities, and no provision thereof shall have been amended, modified or waived, and no consent shall have been given thereunder, in any manner materially adverse to the interests of the Commitment Party or the Lenders without the prior written consent of the Commitment Party (it being understood that (a) any amendment, waiver, consent or other modification that decreases the purchase price in respect of the Acquisition shall be deemed not to be materially adverse to the interests of the Lenders so long as 100% of such decrease is allocated to reduce the commitments in respect of the Bridge Facility; provided that, if such reduction would reduce the remaining Bridge Facility commitments below $300.0 million, then the decrease shall be allocated to reduce the commitments in respect of the Term Facility, (b) any amendment, waiver, consent or other modification that increases the purchase price in respect of the Acquisition (excluding, for the avoidance of doubt, any purchase price adjustments in accordance with the terms of the Purchase Agreement, with respect to which there shall be no

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limitation on source of funding) shall be deemed not to be materially adverse to the interests of the Lenders, so long as such increase is funded solely by cash, the issuance by the Company of equity and/or the proceeds of Revolving Loans and (c) any change to the definition of Material Adverse Effect (as defined in the Purchase Agreement on the date hereof) shall be deemed materially adverse to the interests of the Commitment Party and the Lenders); provided that the Commitment Party shall be deemed to have consented to such modification, amendment, express waiver or express consent unless they shall object thereto within two business days after receipt of written notice of such modification, amendment, express waiver or express consent.

4. From February 10, 2025 until the Closing, there shall not have been a Material Adverse Effect (as defined in the Purchase Agreement).

5. The closing of the Facilities shall have occurred on or before the Expiration Date.

6. The Commitment Party shall have received (i) (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and its subsidiaries, for the three most recently completed fiscal years ended at least 90 days before the Closing Date and (b) unaudited condensed consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and its subsidiaries, for each subsequent fiscal quarter ended at least 45 days before the Closing Date and for the comparable period of the prior fiscal year; provided that filing of the required financial statements on form 10-K and form 10-Q by the Company will satisfy the foregoing requirements of this clause (i), (ii) (a) audited consolidated balance sheets and related statements of income, changes in equity (deficit) and cash flows of the Target and its subsidiaries, for the two most recently completed fiscal years, including, without limitation, for the fiscal year ended December 31, 2024 and (b) unaudited condensed consolidated balance sheets and related statements of income, changes in equity (deficit) and cash flows of the Target and its subsidiaries, for each subsequent fiscal quarter ended, in each case, at least 45 days before the Closing Date (provided, that such financial statements may be subject to year-end adjustments) and for the comparable period of the prior fiscal year and (iii) a pro forma consolidated balance sheet and related pro forma statement of income of the Company, prepared after giving pro forma effect to the Transactions as if the Transactions have occurred as of such date (in the case of the balance sheet), relating to the most recently completed fiscal year ended at least 90 days before the Closing Date and any subsequent interim period ended at least 45 days before the Closing Date, in each case, for which accompanying financial statements are required to be delivered pursuant to (i) and (ii) above, which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting to the extent not customary in private placements for high-yield bonds pursuant to Rule 144A promulgated under the Securities Act; provided, that it is understood and agreed that the Lead Arranger has previously received audited consolidated balance sheets and related statements of operations and comprehensive income, cash flows and changes in equity of the Company and its subsidiaries for the years ended December 31, 2023 and 2022, and the unaudited condensed consolidated balance sheets and related statements of operations and comprehensive income, cash flows and changes in equity of Company and its subsidiaries for three and nine months ended September 30, 2024 and 2023.

7. Each of the Purchase Agreement Representations shall be true and correct to the extent required by the Limited Conditionality Provision.

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8. Each of the Specified Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality), except to the extent expressly made as of an earlier date, in which case such Specified Representations shall have been true and correct in all material respects (or in all respects, if qualified by materiality) as of such earlier date; provided that to the extent that any Specified Representation made by or on behalf of the Target or any of its subsidiaries is qualified by or subject to a “material adverse effect” or similar term or qualification, the definition thereof will be the definition of “Material Adverse Effect” as defined in the Purchase Agreement.

9. All fees and expenses (for which an invoice has been presented at least three business days prior to the Closing Date) due to the Commitment Party and the Lenders shall have been paid or shall have been authorized to be deducted from the proceeds of the initial fundings on the Closing Date under the Facilities.

10. All documents and instruments required to create and perfect the Administrative Agents’ security interest in the collateral shall have been executed and delivered by the Company and the Guarantors, and, if applicable, be in proper form for filing (or reasonably satisfactory arrangements shall have been mutually agreed upon for the execution, delivery and filing of such documents and instruments substantially concurrently with the consummation of the Acquisition) (it being understood that, to the extent any collateral (including the grant or perfection of any security interest) referred to in the Term Sheets is not or cannot be provided on the Closing Date (other than the grant and perfection of security interests (i) in assets with respect to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code in jurisdictions within the United States of America or (ii) in capital stock of the Borrowers, the Target and the Company’s U.S. subsidiaries (other than the capital stock of the Target and/or any subsidiary thereof that has not been made available to the Company at least two business days prior to the Closing Date, to the extent the Company has used commercially reasonable efforts to procure delivery thereof) that constitutes collateral with respect to which a lien may be perfected by the delivery of a stock certificate) after your use of commercially reasonable efforts to do so without undue burden or expense, then the provision of such collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but may instead be provided after the Closing Date pursuant to arrangements to be mutually agreed).

11. (a) The Administrative Agents and the Lead Arranger will have received at least three (3) business days prior to the Closing Date all outstanding documentation and other information about the Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act that has been requested in writing at least 10 business days prior to the Closing Date and (b) if any Borrower qualifies as a “legal entity” customer under 31 C.F.R. § 1010.230 and the Administrative Agents have provided the Company the name of each requesting Lender and its electronic delivery requirements at least 10 business days prior to the Closing Date, the Administrative Agents and each such Lender requesting a beneficial ownership certification (a “Beneficial Ownership Certification”) (which request is made through the Administrative Agents) will have received, at least three (3) business days prior to the Closing Date, the Beneficial Ownership Certification in relation to the applicable Borrower.

12. With respect to the Bridge Facility, (a) one or more investment banks reasonably satisfactory to the Lead Arranger (collectively, the “Investment Bank”) shall have been engaged to

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sell or place the Notes (with the Commitment Party acknowledging that the condition set forth in this clause (a) has been satisfied) and (b) (i) the Investment Bank shall have received a preliminary offering memorandum or preliminary private placement memorandum (an “Offering Document”) which shall be in customary form and suitable for “Rule 144A-for-life” offerings of non-convertible high yield debt securities, including, without limitation, all financial statements of the Company, as applicable, and its subsidiaries (including the Target), pro forma financial statements, business financial data and other information customary for private placements of non-convertible high yield debt securities pursuant to Rule 144A promulgated under the Securities Act (which, for the avoidance of doubt, may exclude financial information required by Rule 3-05, 3-09, Rule 3-10, Rule 3-16, Rule 13-01 or 13-02 (or any successor provisions), segment reporting and disclosure (including as required by Regulation S-K Item 101(c) and FASB Accounting Standards Codification Topic 280), Item 302, Item 402, including any Compensation & Discussion Information, Item 403 and Item 404 and Item 601 of Regulation S-K (or any successor provisions), XBRL exhibits and information regarding executive compensation and related party disclosures related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A, the effects of purchase accounting or any adjustments related thereto for any applicable transaction to the extent exclusion thereof would be reasonable in “Rule 144A-for-life” offerings of non-convertible high yield debt securities, climate-related disclosures related to SEC Release Nos. 33-11275 and 34-99678, including, without limitation, any information, reports or exhibits required by Article 14 of Regulation S-X or Item 1506 of Regulation S-K, and any other information customarily excluded in “Rule 144A-for-life” offerings of non-convertible high yield debt securities) or that would be necessary for the Investment Bank to receive customary “comfort” (including negative assurance comfort) from independent accountants in connection with the offering of the Securities and, in the case of annual financial statements, the auditor’s report thereon; provided, that, the conditions set forth in this clause (i) shall be deemed satisfied if such Offering Document excludes the “description of notes” and sections that would customarily be provided by the Investment Bank or its counsel (including industry information) but is otherwise complete; (ii) the Company shall have used commercially reasonable efforts, to the extent consistent with the Purchase Agreement, to arrange for delivery of drafts of customary “comfort” letters (including “negative assurance” comfort) that independent accountants of the Borrower and the Target and its subsidiaries would be prepared to deliver upon completion of customary procedures in connection with the offering of the Notes and (iii) the Investment Bank shall have been afforded a period (the “Marketing Period”) of at least 10 consecutive business days (or such shorter period as may be reasonably agreed by the Investment Bank) commencing on the date of delivery to the Investment Bank of the Offering Document (provided that (i) if such ten (10) consecutive Business Day period shall not have ended on or prior to August 15, 2025, then such ten (10) consecutive Business Day period shall not commence prior to September 2, 2025, (ii) if such ten (10) consecutive Business Day period shall not have ended on or prior to December 19, 2025, then such ten (10) consecutive Business Day period shall not commence prior to January 5, 2026, and (iii) each of April 18, 2025, May 26, 2025, June 19, 2025, July 4, 2025, October 13, 2025, November 11, 2025, November 27, 2025, November 28, 2025, January 19, 2026, February 16, 2026, April 3, 2026, May 25, 2026, June 19, 2026 and July 3, 2026 shall not constitute a Business Day for purposes of calculating such ten (10) consecutive Business Day period (with such date being excluded for purposes of, but which shall not reset, the ten (10) consecutive Business Day period).

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The information required by conditions 6 and 12 of this Summary of Additional Conditions above shall be referred to as the “Required Facilities Information”. If at any time you shall in good faith believe that you have provided the Required Facilities Information, you may deliver to the Lead Arranger and their counsel a written notice (which may be delivered by email) to that effect (stating when you believe you completed such delivery), in which case the requirements in the foregoing conditions 6 and 12 of this Summary of Additional Conditions will be deemed to have been satisfied as of the date of the applicable notice, unless the Lead Arranger in good faith reasonably believe that you have not completed the delivery of the Required Facilities Information and, within two business days after the delivery of such notice by you, deliver a written notice to you to that effect (stating with specificity which Required Facilities Information you have not delivered).

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ANNEX D-I

Form of Solvency Certificate

Date:   , 20[•]

To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below:

I, the undersigned, the [Chief Financial Officer or Treasurer] of _____, a _____ _____ (the “Borrower”), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon (i) facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such fact and circumstances after the date hereof) and (ii) such materials and information as I have deemed relevant to the determination of the matters set forth in this certificate, that:

1. This certificate is furnished to the Administrative Agent and the Lenders pursuant to Section __ of the Credit Agreement, dated as of _________ ____, 20[ ], among _________ (the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this certificate shall have the meanings set forth in the Credit Agreement.

2. For purposes of this certificate, the terms below shall have the following definitions:

(a) “Fair Value”

The amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and its Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

(b) “Present Fair Salable Value”

The amount that could be obtained by an independent willing seller from an independent willing buyer if the assets of the Borrower and its Subsidiaries taken as a whole are sold with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

(c) “Stated Liabilities”

The recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

(d) “Identified Contingent Liabilities”

The maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as and to the extent identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

(e) “Will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature”

D-I-1

For the period from the date hereof through the Maturity Date, the Borrower and its Subsidiaries taken as a whole will have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of contingent liabilities) otherwise become payable.

(f) “Do not have Unreasonably Small Capital”

For the period from the date hereof through the Maturity Date, the Borrower and its Subsidiaries taken as a whole after consummation of the Transactions is a going concern and has sufficient capital to ensure that it will continue to be a going concern for such period.

3. For purposes of this certificate, I, or officers of the Borrower under my direction and supervision, have performed the following procedures as of and for the periods set forth below.

(a) I have reviewed the financial statements (including the pro forma financial statements) referred to in Section __ of the Credit Agreement.

(b) I have knowledge of and have reviewed to my satisfaction the Credit Agreement.

(c) As the [Chief Financial Officer or Treasurer] of the Borrower, I am familiar with the financial condition of the Borrower and its Subsidiaries.

4. Based on and subject to the foregoing, I hereby certify on behalf of the Borrower that after giving effect to the consummation of the Transactions, it is my opinion that (i) the Fair Value and Present Fair Salable Value of the assets of the Borrower and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) the Borrower and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) the Borrower and its Subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature.

* * *

D-I-2

IN WITNESS WHEREOF, the Borrower has caused this certificate to be executed on its behalf by its [Chief Financial Officer or Treasurer] as of the date first written above.

[BORROWER]

D-I-3